Exhibit
33








First Fiscal Year
Certificate








I, John
K. Keach, Jr., certify, based on my knowledge, that:




(i)The
compensation committee of Indiana Community Bancorp has discussed, reviewed, and
evaluated with senior risk officers at least every six months during the period
beginning on the later of September 14, 2009, or ninety days after the closing
date of the agreement between the TARP recipient and Treasury and ending with
the last day of the TARP recipient’s fiscal year containing that date (the
applicable period), the senior executive officer (SEO) compensation plans and
employee compensation plans and the risks these plans pose to Indiana Community
Bancorp;




(ii)The
compensation committee of Indiana Community Bancorp has identified and limited
during the applicable period any features of the SEO compensation plans that
could lead SEOs to take unnecessary and excessive risks that could threaten the
value of Indiana Community Bancorp, and during that same applicable period has
identified any features of the employee compensation plans that pose risks to
Indiana Community Bancorp and has limited those features to ensure that Indiana
Community Bancorp is not unnecessarily exposed to risks;




(iii)The
compensation committee has reviewed, at least every six months during the
applicable period, the terms of each employee compensation plan and identified
any features of the plan that could encourage the manipulation of reported
earnings of Indiana Community Bancorp to enhance the compensation of an employee
and has limited those features;




(iv)The
compensation committee of Indiana Community Bancorp will certify to the reviews
of the SEO compensation plans and employee compensation plans required under (i)
and (iii) above;




(v)The
compensation committee of Indiana Community Bancorp will provide a narrative
description of how it limited during any part of the most recently completed
fiscal year that included a TARP period the features in:




(A)SEO
compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of Indiana Community Bancorp;




(B)Employee
compensation plans that unnecessarily expose Indiana Community Bancorp to risks;
and




(C)Employee
compensation plans that could encourage the manipulation of reported earnings of
Indiana Community Bancorp to enhance the compensation of an
employee;




(vi)Indiana
Community Bancorp has required that bonus payments, as defined in the
regulations and guidance established under section 111 of EESA (bonus payments),
of the SEOs and twenty next most highly compensated employees be subject to a
recovery or “clawback” provision during any part of the most recently completed
fiscal year that was a TARP period if the bonus payments were based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria;




(vii)Indiana
Community Bancorp has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to an SEO or any
of the next five most highly compensated employees during the period beginning
on the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009, and ending with the last day of the TARP recipient’s
fiscal year containing that date;




(viii)Indiana
Community Bancorp has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established
thereunder during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009, and ending
with the last day of the TARP recipient’s fiscal year containing that
date;




(ix)The
board of directors of Indiana Community Bancorp has established an excessive or
luxury expenditures policy, as defined in the regulations and guidance
established under section 111 of EESA, by the later of September 14, 2009, or
ninety days after the closing date of the agreement between the TARP recipient
and the Treasury; this policy has been provided to Treasury and its primary
regulatory agency; Indiana Community Bancorp and its employees have complied
with this policy during the applicable period; and any expenses that, pursuant
to this policy, required approval of the board of directors, a committee of the
board of directors, an SEO, or an executive officer with a similar level of
responsibility, were properly approved;




(x)Indiana
Community Bancorp will permit a non-binding shareholder resolution in compliance
with any applicable federal securities rules and regulations on the disclosures
provided under the federal securities laws related to SEO compensation paid or
accrued during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009, and ending
with the last day of the TARP recipient’s fiscal year containing that
date;




(xi)Indiana
Community Bancorp will disclose the amount, nature, and justification for the
offering during the period beginning on the later of the closing date of the
agreement between the TARP recipient and Treasury or June 15, 2009 and ending
with the last day of the TARP recipient’s fiscal year containing that date of
any perquisites, as defined in the regulations and guidance established under
section 111 of EESA, whose total value exceeds $25,000 for any employee who is
subject to the bonus payment limitations identified in paragraph
(viii);




(xii)Indiana
Community Bancorp will disclose whether Indiana Community Bancorp, the board of
directors of Indiana Community Bancorp, or the compensation committee of Indiana
Community Bancorp has engaged, during the period beginning on the later of the
closing date of the agreement between the TARP recipient and Treasury or June
15, 2009, and ending with the last day of the TARP recipient’s fiscal year
containing that date, a compensation consultant; and the services the
compensation consultant or any affiliate of the compensation consultant provided
during this period;




(xiii)Indiana
Community Bancorp has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and
the next twenty most highly compensated employees during the period beginning on
the later of the closing date of the agreement between the TARP recipient and
Treasury or June 15, 2009, and ending with the last day of the TARP recipient’s
fiscal year containing that date;




(xiv)Indiana
Community Bancorp has substantially complied with all other requirements related
to employee compensation that are provided in the agreement between Indiana
Community Bancorp and Treasury, including any amendments;




(xv)Indiana
Community Bancorp has submitted to Treasury a complete and accurate list of the
SEOs and the twenty next most highly compensated employees for the current
fiscal year, with the non-SEOs ranked in descending order of level of annual
compensation, and with the name, title and employer of each SEO and most highly
compensated employee identified; and




(xvi)I
understand that a knowing and willful false or fraudulent statement made in
connection with this certification may be punished by fine, imprisonment, or
both. (See, for example, 18 USC 1001).







Date:
      March 12,
      2010
            
            /s/John
      K. Keach, Jr.John
      K. Keach, Jr.President
      and Chief Executive OfficerIndiana
      Community Bancorp